ACCEPTANCE: All orders shall be subject to the following terms and conditions and acceptance in writing by Ceramco, Inc. In the case of first orders for custom goods, customers should supply at least 1 (preferably 2) copies of all applicable drawings and technical specifications at the time of ordering.

TELEPHONE ORDERS: Telephone orders are accepted at the risk of the Buyer and must have reference to a Purchase Order Number. The Buyer must confirm telephone orders with written confirmation, which should be marked "CONFIRMATION", or similar to avoid duplication of order.

PRICES: Prices for goods are as quoted. If a quote is more than 60 days old, Ceramco, Inc. reserves the right to re-quote the price. Prices are valid for one (1) year from the quote date. All shipments will be invoiced in US dollars at prices in effect at the time of order placement. Clerical and typographical errors are subject to correction.

TOOLING CHARGE: On non-stock items a tooling charge is necessary on new orders. It will be quoted separately as a non-recurring tooling charge. Any tools or fixtures which may be developed for use in the production of goods covered shall be owned by the Buyer. The tool shall remain on the premises of Ceramco, Inc. for the express use of the Buyer. If a tool is inactive or more than three (3) years, Ceramco, Inc. reserves the right to "Obsolete" the tool/fixture.

ORDER FULFILLMENT: Over or under shipment of 10% constitutes fulfillment of orders.

CERTIFICATION OF COMPLIANCE: Supplied upon request.

PACKING/HANDLING: A charge of $5.00 will be added to all shipping costs to cover packing and handling of goods.

DELIVERY TERMS: All orders will be shipped F.O.B. Center Conway, New Hampshire. In all cases, risk of loss or damage to goods in transit shall fall upon the Buyer, which shall file any resulting claims with the carrier. Thus, original payment remittance terms with Ceramco, Inc. remain in effect. Ceramco, Inc. shall not be liable for delay in delivery or failure to manufacture due to causes beyond its reasonable control, nor shall Ceramco, Inc. be required to allocate production and deliveries in this event, between customers. Ceramco, Inc. reserves the right to make partial shipments, unless other instructions are given.

HOLD FOR RELEASE ORDERS: Unless specific instructions are given in writing by customer, orders will be entered into the current production schedule for shipment upon completion of manufacturing. If a given order contains a delivery schedule, Ceramco, Inc. may produce the entire order at its discretion and hold the non-shipped items in stock for the customer, or it may produce the order concurrent with delivery schedule. Hold for release orders are valid for one year from the time the order is received

PAYMENT TERMS: Payment may be made in advance of shipment by credit card. Shipments are made on a C.O.D. basis prior to Credit Approval. Upon extension of credit, payment may be made with corporate check or money order.

CREDIT TERMS: Ceramco, Inc. may extend credit to customers in good standing. Ceramco, Inc. reserves the right to make the final decision regarding the extension of credit. Unless otherwise specified in writing by Ceramco, Inc., payment for goods shipped under credit terms will be made by the Buyer within 30 days from the date of invoice. A finance charge of 1.5% will be computed on a compounded basis and added to any balance over 30 days. The Buyer shall reimburse Ceramco, Inc. for any expenses incurred by Ceramco, Inc. in collecting funds owed. If Buyer's credit status does not, in Ceramco, Inc.'s opinion, warrant the production or shipment of goods ordered, Ceramco, Inc. may require a full or partial payment prior to shipment. If Buyer cannot fulfill partial payment requirement, Ceramco, Inc. may cancel the Buyer's order and shall be entitled to receive cancellation charges described below. In the event an invoice is delinquent for 90 days or more, future shipments will be made on a C.O.D. basis only.

CANCELLATION: Buyer may cancel its order(s), in whole or part, only upon written notice to Ceramco, Inc. and upon payment of reasonable cancellation charges, which shall include expenses and commitment costs incurred by Ceramco, Inc. and attributable to such order(s). In the case of canceled orders for custom product where processing has started, Ceramco, Inc. shall charge the full invoice price for the portion of the order that has been produced or is in process. For purposes of verification, Buyer has the right to receive the partial order paid for.

RETURNS: Authorization to return goods must be obtained from Ceramco, Inc. prior to returning goods. Claims on price or invoicing errors are to be made within ten (10) business days. Claims for discrepant material should be made immediately after receipt of merchandise.

WARRANTY & LIMITATION OF LIABILITY: Ceramco, Inc. warrants that the products to be delivered shall be of the material specified, uniform in quality and free from defects in material and workmanship. Ceramco, Inc. makes no other warranties, expressed or implied. Ceramco, Inc.'s liability under the above warranty shall not exceed the cost of correcting any defects in replacement of the products delivered. The Buyer assumes all risk and liability for the results obtained by the use of any product in combination with other articles or materials or in the practice of any process. It is expressly understood that any suggestions, drawings, and technical advice furnished by Ceramco, Inc. with reference to the use of its product is given gratis and Ceramco, Inc. assumes no obligation or liability for the advice given or results obtained.

PATENTS: Buyer shall hold Ceramco, Inc. harmless against any expense or loss from infringement of patents or trademarks arising from compliance with Buyer's designs, specifications, or instructions in the manufacture of the product(s). Ceramco, Inc. shall not be liable for any use made by Buyer of the product furnished Buyer which is covered by an adversely held patent.

APPLICABLE LAW: The rights and duties of the parties to this transaction shall be governed by the laws of the State of New Hampshire.

FINAL AGREEMENT: Any change or departure from the above stated terms and conditions or from agreements to accept customers own terms and conditions of purchase, shall be valid only upon written approval of the C.E.O. of Ceramco, Inc.